What Lies Within
by vixon l
Summary: "Beastly, you dolt! I asked for a CareBear and you bring me this...this disgusting human GIRL!" No Heart roared, focusing his sinister temper onto his sidekick. And throughout it all,only thing Hugs could do was stare at her human reflection. NoHeart/Hugs
1. Chapter 1

A/N: So yea... haven't put anything up on fanfiction in a while. I feel just awful about that, seeing as how i really should be finishing up my other stories before putting up new ones. But you know how muse's are. They come and go as they please and leave you to struggle with the pieces afterwards. (Sigh)

As for this little plot bunny, i simply couldn't resist after finding an old Care Bear's VHS buried in the darkest corner of my closet. I had forgotten i even had it until cleaning the space out... looking for my stylus of all things. Anyway... this just sort of latched onto me after re-watching the tape and, to be honest, i just couldn't pry it out until i typed the idea up.

And yes, i know this is a very very VERY weird pairing. **No Heart/Hugs Bear ROMANCE.**

This is most likely the only one of its kind and i'm not ashamed of that. This is an older Hugs Bear, mind you. An idea i thought to use after seeing an old forum discussing Care Bear couplings. And yes, this was one of them. It struck me as cute, especially when my old VHS confirmed that No Heart prefers pink bears. Whether he meant to torture them or not... he didn't say. So in my mind, he has an infatuation with pink that he really doesn't let on about. If you don't believe me, check out the episode _'Care-A-Lot's Birthday'_.

Not only does No Heart mention his like of pink bears, and how Beastly should be nice to them, his living room has **PINK HEART SHAPED** furniture! Coincidence...? I think not.

* * *

Her heart thrummed feverishly within her chest, pumping blood so quickly throughout her veins she felt every nerve ending jolt to life from the adrenaline. You can do this, she assured herself, bracing her feet on the sturdy cloud dune.

Her concentration quickly swept along the line of enemies, from left to right then back again, taking in the threat with a cool, collected eye. She studied the dark creatures one by one, all of which identical to each other, until finally resting her attention solely upon the one standing directly before her.

She furrowed her pink brows, cringing only slightly when its gnarled teeth glinted in the soft afternoon light. Even from this distance she could make out every ugly detail pertaining to its appearance - from its cackling, demonic expression to its crooked, misshapen form. Hugs held down the almost undetectable fear that lingered just on the tip of her psyche.

Her mind reverted itself back to her prior training lessons, going through the numerous information stored within her brain.

_Step one_, she began, ticking the mental checklist off one at a time, _identify the threat_.

Hugs did just that, screwing a determined stare upon the creature, knowing good and well what it was and how to immobilize it.

_Step two, prepare yourself for anything._ Her muscles tightened on their own accord, poised to dodge or swoop at any moments notice; though she highly doubted it would strike any time soon.

_Step three, aim for the heart. Always the heart. _

She eyed the tiny, dark smudge displayed on its chest, focusing so thoroughly on it she had to practically pinch herself in order to recall the final step. Or at least the one she had tagged on for this very occasion.

_Step four, remain calm. Yeah right._

She knew with time this routine would eventually become second nature to her - as it had with the more seasoned Caring Agents - and she would no longer have to stop and think her actions through. She would simply immerse herself into the situation and react. But until that day came, Hugs returned her interests back towards her target and the four steps to victory.

A line up quickly began to flank each side of the pink bears; though Hugs was far from noticing the traditional formation. "Care bears, initiate count down." Shouted Friend Bear from the far right, her arm raised as the others counted backwards in unison.

_Just remember what everyone at home said. You can do this._ Hugs clenched her hands, drawing in deep, cleansing breaths so as to fight down her ever growing fear. _You got it this time, girl. Piece of cake._

5...

_You re an unstoppable force. No holding back._

4...

_Everyone s counting on you. So do NOT screw this up again._

3...

_Wait, screw up? i can't do that... can I? What will they think of me? What will Bright Heart think of me?_

2...

_Gah! No, no. I cant do that. Don t think about that. Stay focused! Focused is good._

1...

_I cant let Bright Heart down!_

"Care Bear STARE!" Hugs screamed long and hard, eyes crushed shut as she roared at her opponent.

A resounding boom erupted from the distance, followed by the wind whipping in all directions. The power of their combined tummy symbols twisted vibrantly in the air, filling their opponents with all the warmth and emotions they could muster.

The attack tossed up bits of cloud, flinging it into Hugs' and the other present bears bodies, nearly forcing them backwards. But she fought to hold her ground, shielding her face as she continued to bellow her war cry.

At long last all her air had been spent, Hugs teetering forward until she fell to her knees, taking in great gulps as Friend Bear's voice lifted to halt the attack.

Everything came to a complete standstill - save for the swirling foggy mixture where the evil army once stood.

Hugs let her body slack, tentatively opening her eyes to gaze straight ahead. "I... did I... ?" she whispered hopefully, fighting back the urge to nervously laugh.

It seemed the others held similar expressions, not entirely sure if they should allow themselves to feel victorious or not. But the longer they waited, gazing into the settling dust clouds, the sooner the opponents outlines became apparent.

All appeared to draw in deep, apprehensive breaths.

The clouds gradually dissolved, revealing the monstrous dummies still standing. Only this time, they appeared far less menacing then before; what with having their mouths upturned and their once dark little hearts now large and pulsating red.

A great holler soon erupted, the young new graduates clutching one another in celebration for finally completing their final test. They sang merrily in unison holding one another's hands, quickly making plans to celebrate for when they returned home.

All where dancing, all were laughing and joking and congratulating one another... that is... except Hugs.

Her once hopeful expression continued to fall, crumbling even more as the other bears (much younger I may add) stopped in their merry making to see one lone, angry dummy still remaining. And without even having to look, they all knew who it belonged to.

Hugs finally caved in on herself, hanging her head in both shame and defeat. She felt the pressing stares of the others boring into her back, heard their words both expressing their sympathies or encouragements for the next semester. Yet Hugs Bear chose to ignore all this, since she had heard it all before. She only shook her head, fighting the biting tears that threatened to breech through her lids.

_How could I fail? How could this happen to me again?_ She berated herself, near to pounding her fist's into the ground for answers.

This couldn t be happening to her. It just couldn t! Not after all the hard work, the sleepless nights training, the hundreds upon hundreds of pep talks her friends and family had given her throughout.

_But it is,_ she fretted. No matter what she did, the end result always remained the same. Failure.

A soft, reassuring hand fell upon Hugs' shoulder, snapping her from the inner turmoil she just couldn t escape. "Hugs?" Came Friend Bears gentle voice. She looked sympathetically at the young girl, for she had, like the others, hoped this time around the usually light hearted teen would graduate from the Caring Academy.

But it looked like not this time around.

Friend Bear shook Hugs a little in order to garner a response, resulting in the girl to plaster a very shaky, if not fake, smile for the others sakes. "Are you okay, sweety?"

"Yeah, yeah. I m fine, Friend." She even gave a soft laugh, brushing the clouds off her knees as she stood.

"You sure? I mean, this meant a lot to you. Don t be afraid to tell me if you need anything."

Hugs brushed that comment off, swiping her bangs from her face. "I'm fine. Really. I mean, there s always next year, right? Plenty of time to practice." She gave another little laugh, though everyone knew it was forced.

Hugs, maybe what you need is some rest.

The pink bear stood stock still, a glaze forming behind her eyes. Rest? Rest? I don t have time to rest! There was so much she had to do, so much more to ready herself for. What in God s name did she need rest for? As nice as that sounds, I cant do that yet.

"B-but, you re pushing yourself to hard."

"Really, I m fine."

"No, you re not. Just look at yourself. Those bags under your eyes-"

"Leave it, Friend!" The outburst had been uncalled for and she knew it, but Hugs had been unable to contain the anger nor hide the bitterness that seeped out at that moment.

The younger bears quickly thought better of comforting their friend, taking the quo from Friend Bear to give Hugs a larger girth, not really used to her spouts of anger. She had always been encouraging, patient when they held questions. And now now here she stood, scowling more than those dummies had ever thought to.

"I have to go." She finally bit out, snatching up her bag on her way out with such haste, Friend barely had time to recover. "Hugs, wait!"

But Hugs had already disappeared from sight, making a speedy B-line for home or any other place she could hide for the remainder of the day.

She didn t stop running until the Caring Academy was well out of sight, sniffling every few steps until finally failing in step to fall face first into the cloudy sidewalk. The blow didn t hurt, rather it felt like pressing a pillow against her face, in which she thanked it immensely for drowning out her moans. She cursed herself over and over, the tears splashing hard and fast until she was rendered a mewling wet mess for everyone to see. (Thankfully no one was out and about at the moment.)

_How could you fail like that? You trained and trained and trained. Everyone was counting on you to do it this time and what did you do? The same thing you do every time. NOTHING! You accomplished nothing!_

After a few more heaves and a lot more tears, Hugs finally let out one final moan. She rolled over onto her back, watching the white puffs scroll over head. What is wrong with me? she whispered to the sky, fretting her lip as she continued to ask the same question over and over again.

What WAS wrong with her? Tugs had graduated from the Academy years ago, and with honors as well. _So why ? Why cant I?_

The tears eventually began to trickle away. Her body felt exhausted from stress. The constant hours she had put into training for this very day finally began to take their toll, and again, she groaned inwardly, it had all been for naught.

Hugs swiped at her cheeks, sick to death with stewing in her usual pity party.

_Wait Party?_ She openly gasped up realization, shooting up so fast she felt even more light headed. The shock, and the dizziness, quickly faded when she realized what Grams and the others were preparing to celebrate. _Ugh! They think I graduated today._ She flopped back down to the ground, covering her eyes._ And now I have to go through telling them the same bad news._ The frustrated tears nearly surfaced again, though the little bear chewed them back down. She had no time for this, especially since she had to put on a cool, collected smile on for everyone else at home.

This day couldn't get any worse.

"Hugs? What are you doing on the ground?"

_Oh yes it could._

She grimaced at the familiar, gruff voice that could belong to none other than Grumpy.

It didn't take long before his shadow fell across her body; he holding a slight hint of confusion on his otherwise surly expression. Gazing down at her distraught state, and judging by what day it was, it took very little brain power for him to piece together the cause for her distress. "Finals not go well?"

Hugs hid her eyes, grumbling, "No."

He chuckled softly, shifting his bag of hardware to the other arm before extending a hand, "You act like it s the end of the world."

"Might as well be." She grouched, placing on a very cute pout.

"Not everyone passes their final Care Training on the first try."

"Or the second. Or the third. Or the forth, fifth, sixth seventh eighth ninth-!"

Grumpy waved his arms frantically, "Whoa, whoa. No need to get so upset over it."

"I m not upset!" She barked, sitting up to do so. But the longer she sat there stewing over what she had just said, or rather screamed, she knew very well she was and Grumpy did too. "Not all that upset." She added quietly.

"Erhm. If you say so." He re-offered his hand, pulling her up with little effort. "So you going straight to Grams house then?"

Hugs shook her head, running a hand through her now frazzled hair. "Yes... no. I don t know. I... I want to get it over with, but... I don t want to see her disappointed again."

"She wont be disappointed. Upset maybe, but that's only because you will be too."

Hugs lowered her head knowing he was, yet again, right. Why did he always have to be right?

Grumpy scratched the back of his head, not knowing what else to say other then, "Well, if you don t have another place in mind to mope, you can always accompany me to the lab. Nothing specials happening there, but still." Hugs humfed, eyeing him hotly for pointing out her sulking plans. "Or, well um... " He fumbled, wracking his brain for an idea, trying to think of something - anything - to get her mind off of today s occurrences.

It never felt right having his normally chipper little cub so down in the dumps.

Slowly, an idea formulated in his head, causing him to gradually smirk in his oh-sogrumpy way, "If you don t want to come, I wont twist your arm or anything. But I waaaas thinking, seeing as how Bright Hearts there today... " This immediately got her attention. "He s working on his Change-O-Matic thingy-mabob. Says it ll take him all day to figure out the kinks. He might need a certain assistant to help. You know, IF your interest."

Interested? Interested? Did he really have to ask? The brightness seen so many times before immediately returned to her beautiful blue eyes, sparkling at the prospect of being next to her school girl crush for the rest of the day.

_Heh. That was easier than I thought,_ Grumpy thought, chuckling softly to himself as the pink bear practically latched onto his arm with that adorable little smile. "Are you sure he s there all day? A-and he wont mind me intruding?"

"You know he never does, despite the fact of how annoying you can be." Grumpy playfully ruffled her hair, making it even more messy as she gave a pout.

"You re one to talk, Grumps."

He shrugged, ready to continue the banter. That is until he found himself practically yanked off his feet as she drug him towards the lab, prying (to the best of her abilities) further information regarding the Change-O-Matic.

* * *

A/N: This and the next chapter seem kind of boring, i know, but i have to lay down the characters and their situation before i can get to the heart of the story. Hehe.

No appearance of No Heart yet. Sad sad sad. But he will be in the third, pinky promise.

So R/R when you can.


	2. Chapter 2

Upon entering the large house, Hugs didn't even bat an eye at the messy habitat owned by both of Care-A-Lots finest mechanics, merely hopping over the ever present clutter as if it wasn't even there. Or more precisely, as if she had it all memorized.

"So what exactly has he changed on it? I mean, he's been tinkering for a few months now and hasn't really told anyone about it, other than you I'm assuming, and I'd love to see all the new schematics-"

"Yeah yeah, but Hugs…" Grumpy's knee collided with an open drawer, summoning a curse or two that went completely unnoticed by the ecstatic pink bear.

"And are all the bugs worked out of it yet. I have to know these things before I go in there sounding like an idiot in front of him." She sidestepped a large spare part pile, ducking underneath multiple tubes blocking the way to the second garage.

Grumpy, on the other hand, had no such luck nor coordination, seeing the junk pile but unable to avoid it. "Hugs? Hugs, wait!"

"Lord knows I'm gonna feel like one when he asks if I graduated yet. Gah! What am I going to say to that? Oh please don't let him remember what today is. Maybe he wont, yeah? He never has a memory for those sort of things."

Grumpy, finally having enough of this, found his footing, digging his heels into the carpet and wrenching his hand from hers. "Hugs!"

"Yes?" She asked sweetly, her eyes now skimming over his disheveled appearance; which by now was engulfed with junk of all shapes and sizes. She had to stifle a giggle.

The other bear was less than amused, dislodging the unwanted accessories from his person, slipping a few times while doing so too. "Look, to answer your questions bluntly, I don't know. He hasn't really said anything to me so you know just as much as I do, okay?"

"Okay."

"Now, as for how your non-graduation perdicament goes, he probably wont remember, so… if you don't say anything then he probably wont either. Happy?"

"I guess so." She looked down at her feet, somewhat ashamed.

Upon seeing her crestfallen expression, Grumpy gave a very deep sigh, placing the remaining do-dads on a near by workbench. He set a gentle hand on her shoulder, bringing her face back up to meet his. "Look, just go in there and forget about everything else. You worry to much and, if you keep up with this poor-pitiful-me routine, well… lets just say Care-A-Lot cant handle two grumpy bears."

Hugs finally smiled at his awkward sense of humor, throwing her arms around him in a giant bear hug, whispering a soft 'thank you' before scampering off to the back room.

Grumpy always did know how to cheer her up, in his own unique Grumpy way. And like he said, she shouldn't worry so much. Sure, she had been at the Caring Academy well beyond the time anyone should, taking the same final class over and over again, but it really wasn't the end of the world, as he had pointed out earlier. And now that she was here in the workshop, her mind could focus on the one thing it yearned to in the first place… "Bright Heart."

If the front of the house was messy, the backroom could be called a complete disaster. Hugs smiled knowingly at the ever growing clutter, inching forth one step at a time. She had become a master at tiptoeing around such things, believing most times that she would make a better dancer than a Caring Agent.

She proceeded to hop over multiple blueprints, all the while limboing under numerous tools and other such equipment, until finally coming to the rooms center.

An enormous hull could be seen from where she stood, its metallic blue color contrasting with the rest of the rooms warm earthy tones. She curiously eyed the large front, skimming over the familiar parts while cocking her head at the newly added contraptions.

Reaching towards it, her fingers danced over the smooth metal, mapping out its contours with a nostalgic sigh. She could remember when this had only been a simple idea, followed by a simple drawing, with a very crude explanation for its function.

Bright Heart had never been one to elaborate; or if he had, the terminology had flown way over her head.

Hugs did not consider herself a stupid person in any way, shape or form, but the Care Cousin and Grumpy had always been on a completely different level when it came to the workings of the mind.

But Hugs supposed that was why she adored the two so much (Bright Heart especially). They thought differently, they acted differently. And she loved them for it.

Perhaps someday she could tell them the full capacity of her emotions. Perhaps… she could even work up the nerve to express the depths to Bright Heart. Ah, but he would most likely not comprehend it unless it were put in a mathematical formula of some sort. Maybe Grumpy could help her with that.

_But someday… _she assured herself, _someday he'll know_. And on that day he'll realize why she had come to the lab all those times before, why she had stayed to help clean up another horrible mess caused by another malfunctioning what-not when, by all means, she could have been out living it up. And maybe he would realize, too, that despite the fact she could not pass her Caring lessons, she did indeed care for him a great deal.

Her inner musings were interrupted when a familiar purple and black tail bobbed up and down from a top compartment, accompanied by the sound of metal clanking and him humming Bach's_ 'Jesu Joy of Man's Desiring_'.

A giggle rouse from her lips, along with a loud bonk of his head hitting something hard. Bright Heart finally managed to scramble up, gazing over the edge to see a very amused Hugs leaning against the hull. "Oh, Hugs. I didn't know you were coming by today."

"To be honest I wasn't, but Grumpy gave me an offer I couldn't refuse."

"Ah yes. He is quite the negotiator." He sat on his elbows, beaming down at her as she simply purred, _he didn't have to say much other than your name_.

"So what did he promise in return for your services today?"

"Nothing really, just asked if I wanted to be your nuts and bolts man. Er… woman… bear." _Keep it together, Hugs._

"Really?" Bright Heart tilted his head, smiling sweetly from his perch. "I appreciate the help, but as you can see I've nearly completed it. I simply had to adjust the A111 flows and realign the figmantations."

Hugs eyes went wide, though that was the only thing to change on her expression. "R-really. All that?"

"I know, no big deal, but I wanted to make sure there would be no mishaps this time around. Could you hand me the Philips on the table?"

"Huh? Oh, yes." She immediately flew to retrieve the tool, avoiding the many glasses of what appeared to be untouched chocolate milk shakes. In no time she stood next to the Care Cousin, gazing down the opening - and him when he wasn't paying attention. "Thanks, Hugs. I have a feeling it's going to be ready by the next Invention Convention."

"And then will we finally get to find out what it changes exactly?" She asked with fake boredom.

Bright Heart laughed, taking a screw from his lab pocket and went back to work. "Maybe. Oooooor I could just tell you."

"Wha…? Really? Oh please. Please please please." She shook him playfully, taking the opportunity to finally be able to hug him as she always fantasized about. "You've been killing me with suspense for months."

"Hehe. Alright, alright. Just let me put this last screw in."

After she collected herself, and he had bolted the lid shut, they both stood before the machine. Bright Heart went about clearing his throat, practicing his demonstration speech. "Ladies and gentlebears, behold. I give you the Change-O-Matic."

Hugs clapped like a giddy school girl, urging him to continue.

"I invented it in hopes to… um… well, you see…" he fumbled just a bit, collecting himself as he soon directed his small audiences attention to the table. "To change things like this."

"Milkshakes?" Hugs offered, plucking one up to examine it. "You made the Change-O-Matic to make milkshakes?" No, no, that couldn't be it. And to her relief it wasn't. Bright Heart scoffed at that conclusion, holding another up for her to examine more closely.

"These aren't your every day milkshakes, my dear. Well, they are, but not chocolate ones."

Hugs again averted her attention to the glass she held, wrinkling her nose as she continued to study the brown liquid. "It's not?"

"No, certainly not. Why, if you tasted it, you'd be grossly surprised. For you see, these are, or rather started out as, Champ Bears health shakes."

At the mention of Champs health shakes, Hugs quickly set it back on the table as if it were poison in a glass. "Disgusting."

"Indeed. That's why I decided to make the Change-O-Matic." He then went to a tiny fridge hidden underneath the table, using rubber gloves and tongs to pull out the grotesque green health shake every bear knew and feared. "It all started with the question of how to dispose of this distasteful concoction. And then, it hit me! Why get rid of it when I can simply change it to suit my needs, or, for that matter, taste." He placed the glass into a large compartment, latching it shut before typing in a specific code in the Change-O-Matics main control module. "I didn't want to be wasteful. What with Care-A-Lot going green and all. And besides, I think it's against the law to just throw away toxic waste."

Hugs watched in awe as the machine instantly roared to life, the ever present sound of gears turning filling her ears as did the zapping caused by electricity. Bright Heart waved her to step a few more feet away while the top lights synchronized with the beeps, until the sound, growing to nearly unbearable proportions, gave a loud ding one would hear when the oven timer went off. Bright Heart leapt off his perch to unlock the latch. What he pulled out was a perfectly crafted chocolate milkshake that looked to be made with just the right consistency.

Hugs immediately went forward, taking it up to sniff the contents. "It smells like a milkshake."

"Yes, but does it taste like one?" He urged somewhat impatiently.

_Only one way to find out_, she thought, throwing her head back to down it. Upon it entering her mouth, the results were instantaneous. Hugs immediately spat it back in the glass, groaning and crying about the horridness only rivaled by No Heart.

"Well," Bright Heart began sadly, tossing both hands in the air, "Back to the drawing board."

"I thought you had all the bugs worked out."

He shrugged his shoulders, pushing his way over to a wall sized chalkboard. "I thought I did too. But as you can see, changing something completely inside and out is very… tricky. By the way, did it seem any different other than it's appearance? Anything at all."

Hugs rubbed at her tongue, only stopping when she shook her head. "Other than looks and smell, it was still its awful self."

Bright Heart nodded towards this information, picking up some chalk to work out another equation. "I'm sorry you had to be the guinea pig in this."

_Me too_, she wanted to moan but wisely kept to herself. "Maybe you cant really change things."

"I find that hard to believe. Things change all the time. Health shakes are not excluded." He hovered over those thoughts, sinking further and further away into his mind to calculate all the obvious possibilities.

Hugs eventually rubbed most of the taste from her tongue, now turning her attention on the machine. Her focus gradually fell upon the control module with her fingers just itching to glide over the many multi-colored buttons. She had always loved to press buttons as a child, what with their bright colors and funny shapes, fondly remembering back when she and Tugs had driven poor Grumpy crazy from their antics.

She soon glanced up towards the computer screen, reading the sentence and other strange symbols Bright Heart had obviously typed into it.

**chngeHealthshaketrgt1_/trgt1/chnge**

"Very, very strange." Hugs began, rubbing her chin and drumming her fingers over the keyboard. "Maybe you should just reword what you want it to do." She offered, seeing now that perhaps the machine was not given enough information on what exactly it should do. She highly doubted it knew the difference between gross and delicious, thus proving that the fault did not lay on its capabilities but the one operating it.

Bright Heart held his hand mere centimeters from the board, halting to give thought, then turning towards the pink bear who, at this point, had snapped out of her thoughts to blush. "I-I mean, it probably needs more specific orders, you know? And… and… never mind. Just thinking out loud."

"No, no. That's good. I never thought of it like that. Mayhap it does need more details. Heh. It hardly knows any better and it couldn't hurt to try." He quickly went to grab an apple off a desk, placing it into the compartment to climb right next to Hugs. "All right," he began, "lets get specific then."

He furiously typed away on the keyboard, pressing a few other buttons at such a speed Hugs could barely keep up. Just as quickly he stopped, held his finger over the 'ENTER' button and turned towards the ever watching teen. "Here goes nothing."

And with that he pressed down.

The Change-O-Matic stirred to life yet again, sputtering for a much longer amount of time until finally dinging. The raccoon nearly flew to the latch, throwing it open to see a perfectly round orange sitting where the apple once stood. His eyes briefly flickered to Hugs, who held tight to the safety bars as he took out a knife and cut into it . Indeed it appeared to have changed into an orange inside and out, but now the final test.

Taste.

Closing his eyes, Bright Heart plopped a slice into his mouth, munching on it for a few seconds before swallowing.

"Well?" Hugs inquired.

He waited a few seconds more, processing all that had occurred. When his eyes finally flickered opened, a smile followed right behind it. "My dear, I think you've done it."

"It's an orange?"

"Very much!"

Hugs could hardly contain her squeal. She pounced onto the raccoon without a moments notice, they both rolling on the floor laughing and shouting their victory. "I knew you could do it, Bright Heart. I just knew it."

"It was a team effort, my dear. _We _did it."

_We… us. _Her blue orbs sparkled from behind her bangs, "We make a good team." She offered, her upper body leaning heavily against his, both staring long and hard into the others eyes.

"I concur. Now-!" He sat up just as she went to lean down, nearly having their heads collide with each other. "I need to test more items to see what can be changed, what all has to be specified for the desired effect, make up a learners manual, create a thesis-"

He was already up and running to locate the said items, leaving Hugs to sit there, staring dumbfounded after him. "B-but cant that wait?"

"Wait? After a breakthrough like this? I can't wait."

"Not even to celebrate?"

"No, no. Not even for that. This is to important to push off."

Hugs' shoulders slumped in defeat. "But Bright Heart," She whined, standing this time to chase after him - though he made it quite difficult as he raced from one end to the other collecting paperwork and other such objects. "Oh, come on. Just one hop skip to Share Bears Tootie Fruity Stand. It wont take more than thirty minutes."

"Hugs, I already told you, I-!"

"Now now mister work-a-holic. I don't think thirty minutes is going to hurt anyone." Both Bright Heart and Hugs stopped mid step, turning their gazes towards the third party that spoke.

Hugs immediately felt her stomach drop as the Care Cousin gave an over welcoming smile to the ever cheerful, forever beaming Cheer Bear. "Cheer. It's good to see you."

"Like wise," the other pink bear sang, beginning to enter the room only to fall over a misplaced hammer. Hugs gave a snort, quickly covering it up when the Care Cousin raced towards the others side, helping Cheer to sit up and checking every inch of her person to be sure she hadn't hurt herself.

"Oh, no, don't fret. I'm alright, really. Hehe."

"Are you sure?" Bright Heart turned her hand over, inspecting it, and her, so thoroughly Cheer fought long and hard to hide the blush. "I could go get Tender Heart to make double sure. It's no problem."

"No. I'm more embarrassed than hurt."

"So you _are _hurt." He started again, instantly turning towards Hugs who was still rooted to her spot, her jaw nearly hitting the floor to see Bright Heart falling all over himself for the _other _woman. "Hugs? Could you be a dear and run over to Tender Heart and see if he can come over? I think Ms. Cheer has broken something."

Cheer waved her hands frantically, a little surprised at how the Care Cousin was overreacting. "No, don't do that Hugs. I told you, I'll be fine. It's just messy in her, that's all and… and… oh Bright Heart stop fussing over nothing."

"You sure?"

"Yes!" Both girls hollered in unison, though Hugs' was more of a growl. "She's fine, Bright Heart. Nothings broken." _Other than my heart._

Cheer reaffirmed this, standing, with unneeded help, brushing herself off when she finally had her balance. "So… what was all this talk about a celebration?"

Hugs gulped loudly, not really wanting to divulge any information to Cheer for… well… for reasons she would not admit to. "C-celebration?"

"Yeah silly, at Share Bears Tootie Fruity Stand. Is there a birthday? Did I forget someone's birthday?" She sounded genuinely concerned as she rambled. "Dear me, how could I have done that? Oh wait, today is the Academy's-"

"The Change-O-Matic works!" Bright Heart interrupted excitedly, "Can you believe after all these months?" He took hold of Cheers hands twirling her around. And Cheer, of course, twirled merrily with him, shouting her praises over his triumph. "Wow, that _is _something to party about. I knew with time you'd figure it out."

_**HE **figured out? I'm the one that came up with the wording solution_! Hugs fumed, now starting to make her way towards the dancing duo. "We _both _came up with-"

"So when's the party?" Hugs nearly screamed at being interrupted, opting to instead throw her hands up and humph near the machine. Bright Heart, on the other hand, stopped in mid step. "But I have so much to do. So much paperwork and-"

Cheer's finger lifted to his lips, shushing him before he could finish. "You have plenty of time for that. Right now we need to celebrate what you've accomplished and… Oh goodness me, Hugs! Speaking of celebrations…" Cheer's gaze soon fell upon the fidgeting Hug's, "Grams is baking up a storm, you know, for your graduation ceremony."

Time froze at that very moment.

Hugs nearly collapsed as Bright Heart slowly took her quivering form in, his smile broadening. "You're a full fledged Care Bear now? Hug's, why didn't you tell me?"

Of course, it is easy to say Hugs wanted to take the nearest screwdriver and ram it through her head at that moment. But no, there were no such tools within reach. And besides, knowing Bright Heart, he would most likely worry over the condition of the screwdriver rather than her head.

Hugs nervously fumbled with her hands, backing up two steps as they continued to gawk at her. "I-I… uh… I, you see…" Her breath was growing erratic, a gloss covering her eyes. She fought to hold back the tears, the humiliation. "I didn't…"

"You know our little Huggy bear," Grumpy popped in, steering the intense gazes towards himself, "she's to busy drooling over one of Bright Heart's machines to remember anything else." The other two laughed at that, though the conversation quickly went to explaining the amazing breakthrough. Grumpy nodded towards all the information, seeming to give quick glances towards a still cowering Hugs who occupied herself with leaning against the Change-O-Matic.

After all had been said and done, Grumpy finally clapped his hands together, "Well I think that does call for a night on the town."

"But the paperwork?" Bright Heart whimpered, seeking some assistance from his partner but receiving none of it.

"Stop putting up such a fuss." Cheer began, taking up the raccoon's hand in both hers, "I did plan on making you two dinner, but now I think we should do as Grumpy suggested and go out. Eh, Grumps?"

"Most definitely."

"See," Cheer beamed, "It's settled. And no complaining."

Bright Heart lowered his head, whispering a 'yes mame' under his breath. She pulled him up and out of the room in a flash, ticking off all the fun things they were going to do tonight… leaving behind the remaining others to their silence.

A sympathetic smile lifted onto Grumpy's lips, he slowly making his way to the little bear whose shoulders shook to suppress the overwhelming grief. A soft sniffle made his ears perk and his heart truly go out for her.

_And here I thought bringing her here would help,_ he grouched. Placing a hand on the top of her head, he brought her into a gentle, comforting hug.

"I cant do anything right." She eventually whimpered into his chest. "It never… I just cant do it!"

"Hugs…"

She pushed away, both angry and disappointed and not at all wanting anyone's sympathy right now. The move sent her stumbling backwards into the large machine, finding it far more comforting to press into its cold exterior than in Grumpy's arms. "My lessons, my life! It never works out for me. Why cant anything work out the way I want it too? What am I doing _wrong_!"

"That's life at its best, Hugs. With all it's ups and downs."

"But I try, Grumpy. I really, really try to make my dreams come true. And they just blow up right in my face… And he doesn't even… the way he looks at her…"

"I know, Kiddo." He sighed, "I know."

Hugs hugged herself for support, shaking her head as if to rid herself of all the memories that swam inside her mind. Of all the past failures, disappointments and other such broken promises that time could never erase.

Grumpy finally broke her sobs with a large, exasperated sigh. He ran a hand through his hair, shutting his eyes before speaking, "Look, maybe what you need is a break from all this."

"I can't DO that. There's to much that has to be taken care of and you know it. I have to many responsibilities to just-"

"Hugs, listen to me." He sounded more forceful than he had in a long time, and though he loathed to do it, he had garnered her attention, "Stop what your doing, okay? And just listen to what I have to say." She did as told, fretting her lip awaiting his words. "You're trying to hard. If there's one thing I've noticed that's wrong with you it's that."

Hugs had to support herself against the machine, her knees starting to give out but he didn't relent, "You may not want to hear this but it's true. You're doing more damage than good running yourself to exhaustion. Just **STOP **- for five minutes, alright? Let yourself relax for once… before you seriously hurt yourself. Please…"

He finally managed to collect himself, giving a large huff as he straightened, lowering his arms that he hadn't even realized he had lifted. Hugs, on the other hand, opened her mouth to protest. But it seemed she had nothing to counter with and knew, deep down, that what Grumpy, and everyone else for that matter had been saying, was true.

Grumpy watched her mouth clamp shut, then turn to lean her head against the machine. It was a hard pill to swallow and she was having a hard time with it. Grumpy finally placed his hand back on top of her head, resulting in her glazy eyes to stare pleading into his own, "Kid, some things just don't work out, no matter how hard you try. Your gonna have to accept that." He glanced pointedly towards the Change-O-Matic for emphasis. "I know it's frustrating. I know it's disappointing and it hurts but just… just let this one go."

"B-but I… I d-don't know…"

He silenced her, "Take a vacation." Her expression became riddled with confusion. "Just for a few days. Lord knows you need it."

She laughed, though it held no humor to it. "Right."

"No, really. I'm being serious. Go somewhere. Anywhere. So long as you get to unwind."

Hugs wanted to shake her head at such a suggestion, unsure of both where anywhere could possibly reside or what she would do when she got there. Her whole life had centered around being a full fledged Care Bear. She had lived, ate and breathed that dream for so long… Hugs didn't think there was anything else out there for her. Well… perhaps something in the form of a purpled raccoon. Her attention flickered only briefly to the Change-O-Matic, fondly thinking about it's creator and allowing for a small smile to appear.

"You could, I don't know, go to… to…" Grumpy's face fell, but then, almost instantly, lit up with an idea, "Why not go to Paradise Valley. Stay with Perfect and Polite Panda."

"You can't be serious. Just show out of the clear blue? What about everything I have to do here in Care-A-Lot? I can't just up and leave."

"Yes, you can. Everyone knows how hard you work, and believe me when I say we all want this for you."

Hugs didn't know if she should be happy that everyone cared so much or upset that they constantly worried over her. She decided to bottle her thoughts for now, seeing as how what ever she said would only be countered with the same argument that, despite it all, only had her best interests in mind.

Grumpy ruffled her hair as he always felt inclined to do, taking notice she still didn't seem all that keen on the idea. _At least she looks like she's considering it_.

"If you want to head home, I'll make your excuses for Bright Heart and Cheer. But seriously, take the vacation. If not for you, then for the rest of us. We could use a break from putting up with you."

"Har har." Hugs laughed sarcastically, knowing good and well Grumpy meant the last part as a jest.

He just smirked before spinning towards the door, waving her off as he flicked the other rooms lights off.

Hugs stood there for a few seconds, listening to his departure, until finally letting out a long, defeated sigh.

_Perhaps I should leave Care-A-Lot, _She began, nerving her lip as she began to pace the length of the room. Or the space that wasn't blocked off by spare parts. _I've been nothing but frayed nerves ever since… well, ever since Tugs graduated three years ago. _

_Maybe I should take up Grumpy's offer. Visit Paradise Valley… and never return._

Such horrible thoughts for a Care Bear, but she could no longer hold in all the sorrow that wrapped around her heart.

Not anymore anyways.

She had held it in for so long, thinking it best to remain strong just for everyone else's sake. But from what Grumpy had told her tonight, she hadn't been doing a very good job at it. They all knew about her struggle, they all worried just as much as she did (perhaps even more so), and she could do nothing to sate that emotion any more than she could harness her Care Bear Stare.

Something was always holding her back, whether it be nerves, stress or something else entirely, Hugs knew she could not do anything to help her situation by staying here. A change in atmosphere might be just the ticket in pin-pointing the cause for her failures. And who knows, she might even enjoy herself along the way.

The pink bear eventually snapped to attention after that thought, unaware how long she had sat there, leaning against the cold machine and the even colder floor. She hadn't even realized she even sat down until just now.

"As much as I like the idea of sitting here alone, I suppose I should get myself ready for tomorrow." She mumbled, standing to dust her bottom off and stretch her arms. She spun to glance at the Change-O-Matic, resting a hand on the door latch. "To bad you cant fix my problems for me. It would make things a whole lot easier if so."

And suddenly, without warning, Bright Hearts words whispered into her ear almost as if he were standing right next to her. _Things change all the time._

Change? She needed change.

_Why, that's probably what's wrong with me to begin with. _

She was stuck in repetition, doing the same things over and over and, no matter if she realized it or not, had probably been making the same mistakes as well.

Yes, that's exactly what she needed! But… the machine was made for milkshakes. Did it possibly work on Care Bears too?

Hugs lifted her head towards the controls, thinking.

"Only one way to find out."

Climbing onto the control deck, she went about typing as fast and furious as she dare pleased. Her mind was made up, and come what may, she would change things… and save herself from taking that vacation too.

Better or worse she didn't care. If there was at least one chance at being a true Care Bear (and having Bright Hearts love and admiration) she would most certainly take that chance gladly.

"I just hope I don't become a fruit in the process." She grumbled, checking her spelling, and the order she would soon initiate into the machine. Hugs gave a firm nod. With a deep breath, she mentally and physically prepared herself.

Slamming her finger into the 'Enter' button, the pink bear dashed for the Change-O-Matic's chamber doors, scrambling in just as the first light flashed. She huddled into the modest space, clenched her lids shut while holding the door shut from the inside, reassuring herself that, in the end, this would all be for the best.

Little did she know how right (and wrong) she was.


End file.
